Ownership of Collaboration Technology. The Parties anticipate that the Collaboration may result in new inventions, discoveries and innovations, as well as improvements to existing technologies, whether patentable or not, within the Collaboration Technology. Ownership of Collaboration Technology shall be determined based upon U.S. Patent Laws and the following guidelines; provided, however, that ownership rights to all Collaboration Technology shall be subject to the applicable licenses and other rights granted under Article IV of this Agreement.
Ownership of Collaboration Technology. Voyager shall own the entire right, title and interest in and to all Voyager Collaboration Technology. Genzyme shall own the entire right, title and interest in and to all Genzyme Collaboration Technology. The Parties shall jointly own any Joint Collaboration Technology.
Ownership of Collaboration Technology. Subject to Sections 7.1.3 and 7.1.4 and the license grants under Article 3, the Parties shall each own an equal, undivided interest in any Collaboration Technology; provided, however that, except as otherwise expressly provided in this Agreement, neither a Party nor any of its Affiliates, licensees or sublicensees shall, directly or indirectly, Exploit any Collaboration Technology, or any intellectual property rights with respect thereto, without the consent of the other Party, not to be unreasonably withheld or delayed, except that each Party shall have the right to Exploit such Collaboration Technology for research and discovery purposes (as opposed to the development, commercialization or other Exploitation of products or technology resulting therefrom), and to license others to do so, without the consent of the other Party. Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Collaboration Technology, and shall, and does hereby, assign, and shall cause its Affiliates, licensees and sublicensees to so assign, to the other Party, without additional compensation, such right, title and interest in and to any Collaboration Technology as well as any intellectual property rights with respect thereto, as is necessary to fully effect the joint ownership provided for in the foregoing sentence.
Ownership of Collaboration Technology. 12.1.1 All Collaboration Inventions shall be solely owned by the Party that solely discovered or invented such Collaboration Invention, or jointly owned by the Parties if discovered or invented jointly by NGM and Merck, or their respective Affiliates or Related Parties or Third Parties working on their behalf or on behalf of their Affiliates or Related Parties.
12.1.2 Collaboration Patents shall be solely owned by the Party that solely owns the Collaboration Invention covered or claimed by such Collaboration Patent, or jointly owned by the Parties if the Parties jointly own such covered or claimed Collaboration Invention.
12.1.3 At each meeting of the IP Working Group, the Parties shall each disclose in writing the development, making, conception or reduction to practice of any Collaboration Invention, whether patentable or not, occurring since the prior such meeting.
12.1.4 As used in this Section 12.1 or other provisions referencing inventorship of the Parties, the terms NGM, Merck, Affiliates and Third Party shall include such party’s employees, agents, contractors or any other such persons on such Party’s behalf. Inventorship shall be determined according to US patent law. Each Party shall contractually bind such persons conducting work on their behalf to assign all intellectual property to such Party in accordance with the terms and intent of this Agreement.
Ownership of Collaboration Technology. The Parties shall jointly own all Collaboration Technology, with each Party owning an undivided half interest in such Collaboration Technology and, subject to the exclusive licences granted herein, each having the right to use and to license such Collaboration Technology for any purpose without a duty of accounting or obtaining consent from the other Party. Each Party shall promptly disclose to the other Party in writing the development, making, conception or reduction to practice of any Collaboration Technology, and shall, and does hereby, assign, and shall cause its Affiliates and its and their employees and agents, as applicable, to so assign, to such other Party, without additional compensation, such right, title and interest in and to any Collaboration Technology, as is necessary to fully effect the joint ownership provided for in the foregoing sentence.
Ownership of Collaboration Technology. 12.2.1 Each Party shall promptly inform the other Party in writing of any Collaboration Technology conceived or reduced to practice, discovered, developed or otherwise made by it or its Affiliates, alone or jointly with others, in the performance of this Agreement.
12.2.2 Genmab shall exclusively own:
(A) [*]
(B) [*] (collectively, “[*]”). Licensee hereby assigns (and shall procure that its Affiliates, and any of its or their employees, agents and consultants assign) (by way of present assignment of future rights) to Genmab (or its designated Affiliate) absolutely, with full title guarantee, all rights, title and interests Licensee or its Affiliates (or any of their employees, agents or consultants) has or may come to have in and to any and all [*] for no further consideration. To the extent such assignment is not effective under this [*] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and is the type of information that we treat as private or confidential. Agreement or otherwise by operation of law, Licensee shall hold such rights, title and interests on trust for Genmab and immediately assign the same by written instrument to Genmab (or its designated Affiliate) on request, for no further charge.
12.2.3 Licensee shall exclusively own all [*] (“Licensee Collaboration Technology”).
12.2.4 [*].
12.2.5 To the extent applicable and permitted by Law Licensee hereby waives, and agrees to procure that its and its Affiliates’ personnel waive, in favor of Genmab, all moral rights Licensee or its or its Affiliates’ personnel has or may have under the Copyright Designs and Patents Xxx 0000 of the United Kingdom or other similar Laws in the [*], now or at any time in the future.
Ownership of Collaboration Technology. Subject to Section 15.2.3 (Ownership of Improvements), ownership of all Know‑How, Materials (including Regulatory Materials and clinical data), and all Patents and other intellectual property rights arising therefrom, created or conceived by or on behalf of a Party (whether solely, jointly with the other Party, or jointly with a Third Party) in the performance of any activities under this Agreement will be determined by inventorship. Accordingly, Wave will and does own all rights, title, and interests in and to all Wave Collaboration IP, Takeda will and does own all rights, title, and interests in and to all Takeda Collaboration IP, and the Parties will jointly own all rights, title, and interest in and to all Joint Collaboration IP.
Ownership of Collaboration Technology. Except as otherwise set forth herein, ownership of Collaboration Technology (whether or not patentable) shall be owned by the Party(ies) whose employee(s) are determined to be inventors in accordance with United States laws of inventorship. Subject to Section 10.3, the owner (the "Inventor") of any patentable Collaboration Technology (an "Invention") shall have the right, at its option and expense and through attorneys and agents of its choice, to prepare, file and prosecute (including any proceedings relating to reissues, reexaminations, protests, interferences and requests for patent extensions or supplementary protection certificates) in its own name any patent applications with respect to any Invention owned by it and to maintain any patents issued. In connection therewith, the non-Inventor Party agrees to cooperate with the Inventor at the Inventor's expense in the preparation and prosecution of all such patent applications and in the maintenance of any patents issued. The obligations set forth in this Section 10.2 shall survive the expiration or termination of this Agreement.
Ownership of Collaboration Technology. Ownership of Collaboration Technology shall be determined in accordance with the “ownership follows inventorship” rule. MPG and/or UMG, as applicable, shall own any Sole MPG/UMG Collaboration Technology. The Parties shall jointly own any Joint Collaboration Technology in accordance with their respective inventorship or intellectual contribution shares. BiondVax shall solely own any Sole BiondVax Collaboration Technology. In case a Party has / the Parties have generated Collaboration Know-how, or patentable inventions that may lead to Collaboration Patent Rights, such Party / Parties shall promptly disclose to the other Party / Parties in writing such Collaboration Know-how or inventions to determine inventorship thereof. The inventorship shall be determined in accordance with German patent law. For any invention within Joint Collaboration Technology the Parties shall facilitate the agreement of the inventors on their relevant co-inventor share; if neither the relevant inventors nor the relevant Parties can agree on the co-inventor shares, they shall be final and legally binding determined by a reputable patent attorney jointly appointed by the Parties in good faith.
Ownership of Collaboration Technology. Except as otherwise set forth herein, ownership of Collaboration Technology (whether or not patentable) shall be owned by the Party(ies) *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. Ligand Initial [/s/WR] Organon Initial [/s/JV] whose employee(s) are determined to be inventors in accordance with United States laws of inventorship. Subject to Section 10.3, the owner (the "Inventor") of any patentable Collaboration Technology (an "Invention") shall have the right, at its option and expense and through attorneys and agents of its choice, to prepare, file and prosecute (including any proceedings relating to reissues, reexaminations, protests, interferences and requests for patent extensions or supplementary protection certificates) in its own name any patent applications with respect to any Invention owned by it and to maintain any patents issued. In connection therewith, the non-Inventor Party agrees to cooperate with the Inventor at the Inventor's expense in the preparation and prosecution of all such patent applications and in the maintenance of any patents issued. The obligations set forth in this Section 10.2 shall survive the expiration or termination of this Agreement.
